Business Law Essay Corporation

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- Please explain what is meant by „whistleblower” protection?

Whistleblower protection means that a company has a duty to provide full protection of a person who acts in good faith to bring the existence of corruption to the attention of a public body. These persons shall be liable for damages caused to the company in terms of keeping business secrets i.e. its unlawful disclosure. Disclosure of such information is legal if its purpose is to protect the public interests.

- Please describe the process of convening a meeting of the Assembly of an LLC?

A meeting of limited liability company members’ assembly shall be convened when necessary but always in cases prescribed by the Law or the company's Articles of Association or company agreement. A meeting of limited liability company members’ assembly shall be convened by the company's single director or board of directors unless the company's Articles of Association or company agreement provides otherwise. The place of each meeting shall be the company's main office, unless the Articles of Association or company agreement prescribes differently or the members decide differently.

- Please describe the role and characteristics of a Director or Board of Directors of an LLC?

A company's Articles of Association shall state whether the company shall have a single director or a board of directors. A director or members of the board of directors of a limited liability company shall be elected by the members of the company at a meeting of the member’s assembly, except that the initial director or members of the board of directors may be appointed in the Articles of Association. Unless a company's Articles of Association or company agreement provides otherwise, the company's board of directors shall have a chairman who shall be elected by the majority of members. A chairman shall have authority to represent the company. A single director or board of directors shall have the following competence:

- representation of the company and managing company’s business in accordance with this Law, the Article of Association and the company agreement;

- establishing proposals of a business plan;

- convening members' assemblies and establishing the proposed agenda for those meetings;

- implementing decisions of the members' assembly

- Please describe in as many details the role and characteristics of the Internal audit of an LLC?

An internal auditor or member of an audit committee shall be elected by the members' meeting of limited liability Company from among independent persons as defined in the Law. The first internal auditor and audit committee members are determined by the Articles of Association or a special act of the founder. In performing its duties the internal auditor of a limited liability company controls and reports to the audit committee on the adequacy and completeness of financial statements of the company. Internal audit controls and reports company's disclosure of financial and other information to the members. It controls the compliance of the company's business transactions with the provisions of this law relating to financial matters and conflict of interest.

- Please explain the characteristics of negotiable instruments?

The two main features which distinguish negotiable instruments from other documents evidencing rights are possession of the instrument and the presentation of the instrument. A person who claims the rights incorporated in negotiable instruments may enforce or exercise them only if he has possession of the instrument. She or he must also present the instrument to the person who is supposed to perform the obligations arising out of the instrument

- Please explain the purpose of negotiable instruments in the realm of business law?

Negotiable instruments represent one form of property rights. They have no physical or materila existance, as such. N.I. is in of themselves are a type of contract, as each instrument contains within it a legaly separate promise to pay a certain amount of money or to deliver goods according to terms agreed upon. As contracts, the general rules of contract shall apply unless they are specifically excluded from application by the special law applicable to negotiable instruments.

- Please write what you know of bills of exchange and their role in business law?

Bills of exchange are negotiable instruments incorporating an unconditional order, addressed by one person to another, signed by the person giving it, requiring the person to whom it is addressed to pay on demand a certain sum in money to a specified person. Bills of exchange, therefore, involve an order to pay money rather than a promise to pay money. The person issuing the order is the drawer, the person ordered to pay is the drawee and the person who receives the payment is the payee.

- Please compare and contrast bills of exchange and promissory notes?

Promissory note contains promise to pay whereas a bill of exchange contains an order to pay. The maker of promissory note is always primarily liable and its liability is the same as the acceptor of a bill of exchange, but in case of drawer of bill of exchange once the bill is accepted he is only liable as surety in the event of dishonoring of bill of exchange. The concept of acceptance is not applicable to promissory notes unlike bills of exchange that may be accepted

- Please compare and contrast checks and bills of exchange?.

A check is always drawn on a banker and is always payable on demand while a bill of exchange may be drawn on any one and may be made payable on demand and a check can be crossed in several ways but bills can not be crossed. Acceptance is not necessary for a check since it is payable on demand as opposed to bills of exchange which may be made payable at fixed future time presentment for which acceptance may be necessary.

- Please write what you know of transferable securities?

Securities are negotiable instruments incorporating rights for payment of money. The sources of such rights may be investments made in companies or loans provided to the government or its subdivisions through purchase of government bonds and treasury bills or